Tirrel Corporation

Terms of Service

Last Updated: September 22, 2021

TERMS OF SERVICE

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES OR PRODUCTS FROM THIS WEBSITE AND/OR PLATFORM, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE AND/OR PLATFORM IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TIRREL CORPORATION, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE OR PLATFORM’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

YOU AGREE THAT THIS AGREEMENT ARE ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.

These terms of the service (the “Terms”) apply to the purchase and sale of services through Tirrel.io (the “Website”) and/or interaction with ~tirrel and its software packages on the Urbit network (our “Platform”). These Terms are subject to change by Tirrel Corporation (“Company, “us”, or “we”) without prior written notice at any time, in the Company’s sole discretion. The latest version of these Terms will be posted on this Website, and you should review these Terms before purchasing any product or services that are available through this Website. Your continued use of this Website and/or Platform after a posted change in these Terms will constitute your acceptance of and agreement to such changes. It is your responsibility to check Tirrel.io regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the top of this Agreement.

1. Returns and Refunds. WE OFFER REFUNDS ON PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE AND/OR PLATFORM UPON REQUEST. SOME EXCEPTIONS AND RESTRICTIONS APPLY.

2. Prices and Payment Terms.

Pricing terms are outlined in our pricing policy: https://planet.market/pricing

(a) All prices posted on the Website are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes.

(b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use the selected method of payment for the purchase, (iii) charges incurred by you will be honored, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

3. DISCLAIMER OF WARRANTIES. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY & FITNESS FOR A PARTICULAR PURPOSE.  SEE DISCLAIMERS SECTION BELOW FOR FULL DETAIL.

4. LIMITATION OF LIABILITY THE COMPANY’S LIABILITY TO YOU FOR CLAIMS WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCT(S) YOU PURCHASED THROUGH THE WEBSITE AND TO WHICH SUCH CLAIMS RELATE, NOR WILL THE COMPANY, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.  SEE LIMITATIONS ON LIABILITY SECTION BELOW.

5. Intellectual Property Use and Ownership. You acknowledge and agree that:

(a) You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Website, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products.

(b) You will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these product license agreements.

(c) The Company will remain the sole and exclusive owner of all intellectual property rights in and to each product made available on this Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks, subject only to the limited license granted under the product’s or service’s license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through the Website, or of any intellectual property rights relating to those products.

6. Privacy. Our Privacy Policy, https://tirrel.io/privacy-policy, governs the processing of all data collected from you in connection with your purchase of Company products through the Website and/or Platform.

7. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

8. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

9. Dispute Resolution and Binding Arbitration.

ANY CLAIM, DISPUTE OR CONTROVERSY ARISING FROM OR RELATED IN ANY WAY TO THESE TERMS OR ANY PROVISIONS HEREIN SHALL BE RESOLVED BY BINDING ARBITRATION. UNLESS BOTH PARTIES AGREE OTHERWISE, AND REGARDLESS OF THE AMOUNT IN DISPUTE, THE PARTIES EXPRESSLY AGREE THE ARBITRATION SHALL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), IN AUSTIN, TEXAS, PURSUANT TO THE AAA’S RULES OF EXPEDITED COMMERCIAL ARBITRATION.

10. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

11. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

12. Entire Agreement. These Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

13. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the geographic region(s) in which any of the foregoing occur.

14. Contract. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

15. Notice.  We may provide any notice to you under this Agreement by: (a) posting a notice on Tirrel.io; or (ii) sending a message to the email address then associated with your account; or (iii) sending a message to your Urbit address which you provide to us. Notices we provide by posting on Tirrel.io will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must contact Tirrel by personal delivery, overnight courier or registered or certified mail to the Notice Address. Any Notice that you send to us must be addressed to Tirrel Corporation, 1263A Storey Ave, San Francisco 94129 (the “Notice Address”). We may update the Notice Address by posting a notice on https://tirrel.io. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective five (5) business days after they are sent.

  1. Except as set forth in Section 11, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
  2. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
  3. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
  4. Questions. If you have any questions regarding this Agreement, please contact us by sending an email to support@tirrel.io.

16. Arbitration.  You and Tirrel agree to submit all disputes, claims, or controversies of any kind arising out of or related to this Agreement and/or the Service for resolution exclusively through binding and final arbitration, instead of through court proceedings. You should review this arbitration provision (this Section 16) carefully; it limits your and our ability to litigate claims in court. THIS AGREEMENT TO ARBITRATE MEANS THAT YOU AND WE WAIVE ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS.

DISCLAIMERS

  1. The Service may be temporarily unavailable from time to time for maintenance or other reasons. Tirrel assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Service, Your Content or Your Ethereum address. Tirrel is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Service or combination thereof, including injury or damage to your or to any other person’s computer, mobile device, or other hardware or software, related to or resulting from using or downloading materials in connection with the Service. Under no circumstance will Tirrel be responsible for any loss or damage resulting from your use of the Service, or from any Your Content uploaded to the Service.
  2. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR AND YOUR END USERS’ SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU IF THE LAW OF SUCH JURISDICTION APPLIES TO YOU AND THIS AGREEMENT.
  3. TIRREL DOES NOT GUARANTEE ANY SPECIFIC RESULT FROM USE OF THE SERVICE, AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE MEETS THE REQUIREMENTS OF ANY APPLICABLE LAWS, RULES OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, LAWS, RULES OR REGULATIONS.

LIMITATIONS ON LIABILITY

  1. IN NO EVENT WILL TIRREL OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS OR AGENTS BE LIABLE TO YOU OR ANY END USERS FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER SPECIAL OR INDIRECT DAMAGES, OR FOR ANY LOST BUSINESS PROFITS, OR FOR PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THIS AGREEMENT OR YOUR OR ANY END USER’S USE OF THE SERVICE, EVEN IF Tirrel IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TIRREL’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SERVICE IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO Tirrel PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH-PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH DAMAGES.
  3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF THE LAW OF SUCH JURISDICTION APPLIES TO YOU AND THIS AGREEMENT.